PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 46 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 Dated February 16, 1996; Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Bearer Notes Due March 14, 2003
The Global Medium-Term Notes, Series E (Senior Euro Fixed Rate Bearer Notes
Due March 14, 2003) described in this Pricing Supplement (the "Notes") will
mature on the Maturity Date. The Notes will not be redeemable at the option
of Morgan Stanley Group Inc. (the "Company") prior to the Maturity Date other
than as described below under the circumstances described under "Description
of Notes - Tax Redemption" in the accompanying Prospectus Supplement. The
Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement. Notes in bearer form will not be
exchangeable at any time for Notes in registered form.
On March 14, 2001, the Company may call the Notes, in whole but not in part,
upon not less than 30 nor more than 60 days notice, at a redemption price
equal to the principal amount thereof plus accrued and unpaid interest to but
not including the redemption date.
The Notes are further described under "Description of Notes - Fixed Rate
Notes" in the accompanying Prospectus Supplement, except that to the extent
the terms described below are inconsistent with such description, the terms
described below shall control.
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PRINCIPAL AMOUNT: INITIAL REDEMPTION DATE: APPLICABILITY OF MODIFIED
YEN 1,000,000,000 N/A PAYMENT UPON ACCELERATION:
N/A
MATURITY DATE: INITIAL REDEMPTION
March 14, 2003 PERCENTAGE: N/A IF YES, STATE ISSUE PRICE: N/A
DATE OF ISSUANCE AND ANNUAL REDEMPTION OPTIONAL REPAYMENT DATE(S):
SETTLEMENT DATE: PERCENTAGE REDUCTION: N/A
March 14, 1996 N/A
DENOMINATIONS:
INTEREST ACCRUAL DATE: INITIAL ACCRUAL PERIOD OID: YEN 100,000,000
March 14, 1996 N/A
SPECIFIED CURRENCY:
TOTAL AMOUNT OF OID: INTEREST RATE: 3.20% Japanese Yen
N/A
INTEREST PAYMENT DATES: CALCULATION AGENT:
ORIGINAL YIELD TO MATURITY: Interest will accrue from the N/A
N/A Interest Accrual Date or from the
last date in respect of which interest COMMON CODE: 006424732
ISSUE PRICE: has been paid, as the case may be,
100.40% to but excluding the fourteenth day ISIN: XS0064247322
of March in each year commencing
REDEMPTION PRICE: 100.00% March 14, 1997. If any Interest
Payment Date falls on a day that is
PAYING AGENT: not a Business Day, the interest
Chemical Bank N.A. payment (the amount of which shall
(London Branch) not be altered by such eventuality)
shall be postponed to the next day
that is a Business Day unless such
day is in the next succeeding
calendar month in which case such
interest payment will be made on
the immediately preceding Business
Day
BUSINESS DAYS:
Tokyo, London, New York
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Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
Morgan Stanley &
Co.International
